Tomifinance User Agreement

Last Change: January 9, 2023

This Tomi User Agreement (the “Agreement”), entered into between yourself (“you” or the “User”) and tomi (the “Company”, “we” or “us”), together with any documents they expressly incorporate by reference, govern your access to and use of the Services (as defined below), including any content, functionality, and services offered on or through www.tomifinance.com (the “Site”).By using the Site or the services offered by the Company (whether through the Site or otherwise) and/or by creating an account in the Site, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy.

THE SERVICES/PRODUCTS

Digital Wallet Services

We may provide you with a digital wallet services (the “Digital Wallet” and the “Digital Wallet Services”, respectively). The Digital Wallet will enable you to receive, store, send and perform additional actions, all with respect to digital currencies. In addition, you may withdraw funds contained in your Digital Wallet into your bank account, and in such case the funds will be automatically exchanged into fiat currency and transferred into your account. The terms contained in this Agreement shall govern all uses in the Digital Wallet.

Funds may be transferred to your Digital Wallet from third party wallets or accounts, or be withdrawed into your Digital Wallet from your account in the Site, and sent from your Digital Wallet to external digital wallets. Such funds may only be in digital currencies supported by the Digital Wallet. It is your responsibility to check prior to any transfer of funds whether the Digital Wallet and/or any third party digital wallet supports the digital currencies you wish to transfer. The Digital Wallet will show the funds transferred into it once it was received into the Digital Wallet.

In order to sale, transfer, buy, convert or exchange any digital currencies please comply with the relevant instructions on the Site. Any such transaction shall be carried out promptly upon receipt of the relevant order, provided, however, that extended processing times or delays may occur, inter alia, due to technical issues or otherwise. By instructing the execution of a transaction, you agree and authorize to perform the transaction under the terms set forth in the website (subject to a reasonable deviation which may occur due to changes in the exchange rate or Third Party Fees as set forth below.

Please note that we are not liable for any currency which can be traded, sold, purchased, exchanged, converted or otherwise available at the Site or the Digital Wallet. Such currencies may be affected by third parties and market conditions, and we cannot guarantee the volatility or reliability level of such currencies. Prior to conducting any transaction, please be sure to check and research each currency you trade, use, transact, purchase or hold, as it may be volatile, be subject to certain limitations or restrictions or be part of fraudulent activity or a scam. We may also refuse to process or cancel any pending transaction as required by law, regulation or any court or any other governmental authority applicable to our activities, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.

Any order or instruction made by you shall be final and binding in accordance with its terms and may not be revoked or cancelled, unless otherwise specified in the order’s terms. In addition, any such order may not be processed if the balance contained in your Digital Wallet is insufficient to the completion of the transaction (including the payment of any fees to the Company or to third parties, such as gas fees).

In addition, you hereby agree and authorize the Company, at its sole discretion, to cancel, not approve, or to refuse to process any transaction, inter alia, due to legal restrictions or requirements under applicable law. The Company may also require, before the approval of any transaction, as a condition for the approval and processing of any transaction, to require the conduct of examinations for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes, and as required by applicable law. In the event a transaction could not be completed, please try to re-attempt to initiate the transaction (please note that the rates and fees applicable to the new transaction will be the then current rates and fees).

Any transaction conveyed from your Digital Wallet shall be deemed to be known to and approved by you. The Company shall not be held liable or responsible for any orders made from your Digital Wallet but not known to or authorized by you.

You may purchase digital currencies supported by the Digital Wallet by linking a valid payment method to your Digital Wallet. You authorise the Company to debit funds using your selected payment method(s) to complete your purchase.

Certain actions, including (but not limited to) purchase, sale, exchange and trade of digital currencies shall require the payment of a certain fee (the “Transaction Fees”). Such Transaction Fees shall be brought to your attention and approval prior to any applicable transaction. The Transaction Fees amount may be changed, at the Company’s sole discretion, from time to time without prior notice. By instructing the execution of a transaction, you agree and authorize the payment of any Transaction Fees related to such transaction.

In addition, certain actions, including (but not limited to) purchase, sale, exchange and trade of digital currencies shall require the payment of a fees imposed by third parties, such as the networks or blockchain on which the transactions are made (the “Third Party Fees”). Such Third Party Fees shall be brought to your attention and approval prior to any applicable transaction and shall be determined by quotes given by the relevant third party and may change at any time. By instructing the execution of a transaction, you agree and authorize the payment of any Third Party Fees related to such transaction.

Sale, purchase exchange and/or conversion of digital currencies are subject to the conversion rate applicable to the sold, purchased exchanged or converted currencies. Such exchange rate may change frequently, and all transactions shall be made at the spot exchange rate applicable to such transaction. By authorizing a transaction, you agree to the exchange rate, as shall be determined by the Site, based on quotes available on the market.

Please note that the Digital Wallet and the Digital Wallet Services only support specific currencies which may change from time to time. The currently supported currencies are the currencies available on the Digital Wallet. Please confirm that Digital Wallet supports the currency you intend to transact with before the transaction, and avoid transacting in the Digital Wallet with any currency not supported. Please note that we may terminate our support on any currency at any time at our sole discretion, without any prior notice, although under normal circumstances we will attempt to provide our customers with a 7 days’ notice, which shall be available at our website, prior to termination of support in any currency. Termination of support in currencies may also occur due to third party’s (such as the network, blockchain or the issuer of the currency) actions, which we do not have control over. If notice of termination of support is provided, please convert or withdraw from your wallet any terminating currencies prior to the termination of support on such currencies.

Please also note that certain digital currencies are only support by particular network(s) or blockchain(s). Transacting with such currencies via non-supporting network(s) or blockchain(s) may result in a permanent and irrevocable lose of the funds or currencies transacted with. It is your responsibility to check that the currencies you intend to transact with are supported by the network(s) or blockchain(s) you intend to use prior to the conduct of any transaction.

We may also offer you an option to stake certain currencies, either on our own behalf or for third parties, in consideration for a certain fee. If you shall agree to accept a staking offer, you shall be rewarded for transactions actually validated with the use of the funds staked by you, in an amount determined by the protocols of the applicable validated network. Such reward shall be subject to the payment of commission to us in a percentage which will be determined and made available to you on our Site. Please note that if you shall provide an instruction of staking, the funds you choose to stake may be locked, and the availability thereof shall be restricted, for certain periods of time, as stated by the applicable network protocol. Please note that your right for a reward for staking is subject to the actual receipt of such reward by us.

Pioneers Club

We offer to provide a membership in our club entitled the “Pioneers”. Subscription to the Pioneers club will be made by purchasing a membership from the Site, or purchasing the Pioneers club member card from in the secondary market.

We will offer club memberships at a limited number to be determined by us at a minting event which will dates will be announced on the Site. We do not guarantee that all applications for purchase of memberships shall be respected. In addition, after the minting event, one Pioneers club membership will be auctioned every day and sold to the highest bidder.

Pioneers club membership will entitle its holder to a membership in our exclusive Pioneers club, represented by an NFT. Pioneer club members may also receive, at our sole discretion, certain gifts, such as the benefits specified in the Site (please note that as some of the benefit require additional development and set up times, some benefits will be granted only a certain period following the minting event). We may also grant the Pioneers club members additional awards and benefits from time to time not specified in the Site at our sole discretion. Among others, the purchasers of a Pioneers club membership (in the primary market) will be granted with a certain amount of our tokens entitled “tomi” (“TOMI tokens”). TOMI Tokens may be purchased from various cryptocurrency exchanges. The purchase and holding of TOMI Tokens shall be made at your sole discretion. Please note that the TOMI Tokens are strictly utility tokens intended to serve as the native token for the tomi ecosystem and can be used to facilitate payments on the tomiNet, to pay fees on the tomi products and to vote on the different decentralized autonomous organizations related to the tomi ecosystem. We specifically note that TOMI Tokens are not and should not be deemed or viewed as an investment in the tomi project.

We specifically note that by purchasing a Pioneer club membership, you purchase digital products which entitles you to join our community and to all benefits mentioned on our Site, but you shall not be considered, in any matter, an investor, shareholder or otherwise an interest holder in tomi or in any company that operates tomi or that holds rights in the intellectual property underlying our project. We value our community and know that the community is crucial for tomi’s success, and therefore we will listen and consider offers raised by the community. However, tomi was fully funded by the private funds of its founders. As such, tomi’s management will have the sole and complete discretion to manage its business in the best way it deems correct. By purchasing a tomi Pioneers club membership, you waive any claims to tomi or to other third parties regarding your right to influence or vote on any managerial decisions (including tomi’s use of funds) (other than, of course, the tomi DAO, which will be managed by its members).

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

Please note that the founding team will be granted with Pioneer club memberships

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Whitelist

Since Pioneers club memberships are available up to a limited mystery cap we cannot assure that all demand for Pioneers club memberships will be met. We therefore created the whitelist, which intends to ensure that all early subscribers will have a right to purchase memberships by giving them a priority in the minting event.

Each whitelist subscriber will choose the amount of Pioneers club membership(s) will have priority in purchasing Pioneers. Specific instructions on how to receive the Pioneers subscribed to as part of the Whitelist stage will be sent to the subscribers in the email specified by them in their registration process.

If a whitelist subscriber have not paid the Pioneer purchase price in full, the applicable subscriber must complete the payment up to 24 hours prior to public minting, and not later than January 14, 2023. Any Pioneer not paid for in full prior to the abovementioned date will be sold as part of the public minting phase, and the upfront payment paid on account of the subscription will not be refunded.

Please note that the whitelist registration (including the number of memberships you subscribe for) is binding and non-reversible.

Initial Public Minting

Any Pioneer not subscribed for by whitelist subscribers (but not more than 1,500 Pioneers) will be sold to the public at a minting event on a date to be announced (the “Minting Event”).

The sale of Pioneers to purchasers from the public shall be made in the Minting Event, in consideration for a purchase price to be set by us at our discretion.

The allocation of Pioneers to purchasers shall be on a “first come first serve” basis. Notwithstanding, the number of Pioneers that can be purchased by any single wallet is no more than 10 Pioneers per wallet.

Daily Pioneer Auction

Pioneers may be sold at daily auctions, the initial amounts of Pioneers to be auctioned upon and the number of tokens to be issued to the highest bidder(s) in the daily auctions shall be determined by us, but please note that since tomi is a decentralized project, the governing community, through the tomiDAO, may change the auctions’ mechanism, standards, number of Pioneers to be auctioned upon, number of tokens to be issued and other benefits to be awarded to the winning bidders and any other criteria, at its sole discretion.

Your Account

You may use the Site by simply connecting your digital wallet. Once your wallet is connected, you may create an account with the Site (the "Account"). The provision of additional information is optional, however, we may, at our sole discretion, require you to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with some or all of the Services.

Your Account is subject to the following conditions:

Access: you shall be the only user in your Account. You may not sell, rent, lease, permit usage, transfer in any way or grant access to your Account to any person without our prior written permission.

Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of cryptocurrency, tokens, NFT and/or your Digital Wallet and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account, or for losing your password. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account and for keeping your password. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

Trading Fees: by using, buying, placing bids or selling tokens or other digital assets on the Site, you agree to pay all applicable fees (including but not limited to fees imposed by third parties such as gas fees which may be imposed or recommended by the ERC-20 network) and you authorize us to automatically deduct fees directly from your payment. The amounts of fees payable will be provided to you prior to the payment of such fees

Communication: you agree and understand that we will communicate with you via electronic means. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.

Unclaimed Property: if the Company is holding funds in your account and/or Digital Wallet and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.

Account Suspension

You agree that the Company has the right to immediately suspend your account and/or prevent your wallet address from accessing the Site and/or pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (1) your account is being used for money laundering or any illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; or (4) you have engaged in transactions in violation of this Agreement.

Communication

You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.

You agree that we may send you communications by email or text message that pertain to the Site, the Services, and other communications that pertain to your interaction with the Site.

You may opt out of promotional communications at any time by following the instructions provided therein.

Ownership

Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the Company's logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Company's Content”) are the proprietary property of the Company or our affiliates, licensors, or users, as applicable. The Company's logo and any of our products or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of the Company or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You may not use any Company Content to link to the Site or Content without our express written permission. You may not use framing techniques to enclose any Company Content without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of the Company.

Intellectual Property

All trademarks, product names, and logos on the Site are the property of the Company and may not be copied, imitated, or used, in whole or in part, without the permission of the Company. Without limiting the foregoing, if you believe that third-party material hosted by the Company infringes your copyright or trademark rights, please file a notice of infringement by contacting the Company.

In such event, please provide the Company with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The Company’s policy is to suspend or terminate the account of repeat infringers. The Company’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

Your Use of the Site

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site, the Services and Company’s Content. Our grant of such license is subject to the following conditions:

Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.

Abusive Activity: you agree not to engage in any activity that poses a threat to the Company, the Site or the Services, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts.

Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.

Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity.

Fraud: you agree not to engage in any activity which operates to defraud the Company, others users, or any other person; or to provide any false, inaccurate, or misleading information to the Company.

Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance

Taxes: Neither the Company nor any other affiliate or related party thereof is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.

Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content; (2) modify or create derivative works from the Site or Services, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site or Services; (4) download any portion of the Site or Services, other than for purposes of page caching, except as expressly permitted by us.

If you are unsure whether a contemplated use would violate This Agreement, please contact us at the address listed below under Contact Information.

Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with the Company’s Privacy Policy, which is incorporated into this User Agreement by reference.

Modifications

You agree and understand that we may modify part or all of the Services or the Site or the Services without notice.

Unauthorized Usage

Due to legal restrictions, none of our Services, Products or the technology developed by us is intended to be used by Unauthorized Persons (as defined below), and specifically by U.S. Persons (as defined below), and any access or usage by such is strictly unauthorized and forbidden. If you Unauthorized Person or a U.S. Person you may not hold any TOMI Tokens or NFT issued by us, use or access our Site, platform, Services, Products or technology, and if you already access or use any of the above you are required to cease using the abovementioned immediately and remove from your devices any software related to tomi.We practice our best efforts to deny access to any Unauthorized Person or a U.S. Person. You acknowledge and agree that if you are an Unauthorized Person or U.S. Person you are not permitted to use our Site, platform or any of our Services or Products and are required to leave the Site and cease to consume any Services or Products from us immediately. You may not try to circumvent or bypass this restriction.

Any use in the company’s Site, platform, Services, Products or technology in contradiction with this User Agreement, and specifically with this Section 11 carries significant risks, and you shall be solely liable for any claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance) and shall indemnify and hold tomi harmless for any claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance) suffered by it in connection with same. For the avoidance of doubt, this Section shall not derogate from any other liability (including limitation thereof), disclaimer, restriction, indemnification obligation or other term of this User Agreement.

In this User Agreement: “Prohibited Person” means any U.S. Person and any Sanctioned Person. ““U.S. Person” means: -a U.S. Citizen or U.S. Resident;-a corporation, partnership, or other entity established or organized in or under the Laws of the United States;-any estate of a decedent who was a U.S. Citizen or U.S. Resident;-any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;-any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or“Sanctioned Person” refers to any person or digital tokens address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a digital tokens wallet associated with such person or persons, referred to in any Sanctions List; or (iii) that is subject to any government approval or otherwise sanctioned, restricted, or penalized under applicable economic or financial sanctions of any type, anti money laundering laws, or counter terrorist financing laws;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and any other similar list in any jurisdiction, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN.

Risks

Please note the following risks in accessing or using the Site and/or the Services: The price and liquidity of blockchain assets, including TOMI Tokens are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect the cryptocurrency market (including the TOMI Tokens), which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets (including the TOMI Tokens); cryptocurrencies (including the TOMI Tokens) are not legal tender and are not backed by the government; Transactions in cryptocurrencies (including the TOMI Tokens) may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; Some transactions in cryptocurrencies (including the TOMI Tokens) shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of cryptocurrencies (including the TOMI Tokens) may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for cryptocurrencies (including the TOMI Tokens), which may result in the potential for permanent and total loss of value of a cryptocurrency (including the TOMI Tokens) should the market for that cryptocurrency (including the TOMI Tokens) disappear; The nature of digital currencies (including the TOMI Tokens) may lead to an increased risk of fraud or cyber-attack, and technical difficulties experienced by the Company may limit or prevent the access to or use of your digital assets; Changes to Third Party Sites (discussed below) may create a risk that your access to and use of the Site will suffer.You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that the Company does not give advice or recommendations regarding Services (including the TOMI Tokens), including the suitability and appropriateness of, and investment or purchase strategies (including with respect to the purchase of TOMI Tokens). You agree and understand that you access and use the Site and the Services (including the TOMI Tokens) at your own risk; however, this brief statement does not disclose all of the risks associated with usage in the Site or Services, and transacting with digital assets. You agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Site, the TOMI Tokens or the Services, however caused.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that the Company does not give advice or recommendations regarding Services (including the TOMI Tokens), including the suitability and appropriateness of, and investment or purchase strategies (including with respect to the purchase of TOMI Tokens). You agree and understand that you access and use the Site and the Services (including the TOMI Tokens) at your own risk; however, this brief statement does not disclose all of the risks associated with usage in the Site or Services, and transacting with digital assets. You agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Site, the TOMI Tokens or the Services, however caused.

Third Parties

The Company may rely on third-party platforms to perform transactions or provide Services. Our Site or Services may contain links to third-party websites or applications (collectively, “Third Party Sites”). The Company does not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. The Company is not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

The Company provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE SITE, CONTENT CONTAINED THEREIN, THE TOMI TOKENS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, THE TOMI TOKENS, THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICS OR THE USE OR TRADE IN THE TOMI TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE TOMI TOKENS OR THE SERVICES.

TOMI TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY RELATED PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOMI TOKENS.

DUE TO THE VOLATILE NATURE OF THE DIGITAL CURRENCIES MARKET IN GENERAL AND THE EXTREMELY HIGH RISK ASSOCIATED WITH NEWLY ISSUED TOMI TOKENS IN PARTICULAR, THE COMPANY CANNOT GUARANTEE THE VALUE OF THE CURRENCIES OR TOKENS EARNED OR HELD AS PART OF THE SERIVCES (INCLUDING THE TOMI TOKENS OR THAT THE TOMI TOKENS WILL ACCRUE ANY VALUE AT ANY TIME IN THE FUTURE), AND ANY RISK OF FLUCTUATION OR REDUCTION IN PRICE SHALL BE BORNE SOLELY BY YOU.

The Company is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behaviour of software (e.g., wallet, smart contract), blockchains, or any other related features (including with respect to the TOMI Tokens). The Company is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the Services (including the TOMI Tokens) including forks, technical node issues or any other issues having fund losses as a result.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, THE TOMI TOKENS OR THE SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Content or Services (including the Tomi Tokens), (b) any Feedback you provide, (c) your violation of this Agreement, (d) your violation of the rights of a third party, including another user or any Third Party Site and (e) your failure to pay any Withholding Taxes or Sales Taxes in connection with your transactions or to provide us with a properly executed tax form described in Section 9. You agree to promptly notify the Company of any third party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY.

Governing Law

This Agreement, your use of the Site and the Services, your rights and obligations, and all actions contemplated by, arising out of or related to this Agreement shall be governed by the laws of Switzerland, as if this Agreement is a contract wholly entered into and wholly performed within Switzerland.

Disputes

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with the Company will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and The Company; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and the Company are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with the Company.

Termination

We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

Severability

If any term, clause, or provision of this Agreement is held invalid or unenforceable, then that term, clause, or provision shall be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of this Agreement.

Entire Agreement

This Agreement comprise the entire agreement between you and the Company relating to your access to and use of the Site, the Services and Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this User Agreement). Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

Survival

You agree and understand that all provisions of this Agreement shall survive the termination or expiration of this Agreement.

Contact Information

If you have any questions, would like to provide feedback, or would like more information about TOMI, please feel free to email us at support@tomifinance.com.